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4//SEC Filing

WEALE JOHN R 4

Accession 0001181431-09-043078

CIK 0000909815other
View on SEC.govCompany Profile

Filed

Sep 8, 8:00 PM ET

Accepted

Sep 9, 1:44 PM ET

Size

36.8 KB

Accession

0001181431-09-043078

Insider Transaction Report

Form 4
Period: 2009-09-04
IPC HOLDINGS LTDIPCR
WEALE JOHN R
Interim President & CEO, & CFO
Transactions
  • Award

    Common Shares

    2009-09-04+3,966→ 115,392 total
  • Disposition to Issuer

    Restricted Share Units

    2009-09-04−12,934→ 0 total
    → Common Shares (12,934 underlying)
  • Disposition to Issuer

    Restricted Share Units

    2009-09-04−7,265→ 0 total
    → Common Shares (7,265 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2009-09-04−25,000→ 0 total
    Exercise: $38.90Exp: 2014-01-02→ Common Shares (25,000 underlying)
  • Disposition to Issuer

    Restricted Share Units

    2009-09-04−1,078→ 0 total
    → Common Shares (1,078 underlying)
  • Disposition to Issuer

    Restricted Share Units

    2009-09-04−7,936→ 0 total
    → Common Shares (7,936 underlying)
  • Disposition to Issuer

    Restricted Share Units

    2009-09-04−7,628→ 0 total
    → Common Shares (7,628 underlying)
  • Award

    Common Shares

    2009-09-04+3,778→ 111,426 total
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2009-09-04−20,000→ 0 total
    Exercise: $27.85Exp: 2012-01-02→ Common Shares (20,000 underlying)
  • Disposition to Issuer

    Common Shares

    2009-09-04−57,649→ 0 total
  • Disposition to Issuer

    Common Shares

    2009-09-04−7,744→ 0 total
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2009-09-04−15,000→ 0 total
    Exercise: $31.54Exp: 2013-01-02→ Common Shares (15,000 underlying)
Footnotes (27)
  • [F1]This number represents rights to acquire IPC Holdings, Ltd. ("IPC") common shares ("IPC Shares") in 2009 pursuant to the IPC Compensation Committee's determination regarding IPC's performance in 2009 with respect to performance share units ("PSUs") Mr. Weale was granted in 2008 for performance in 2007.
  • [F10]Subject to certain terms and conditions, one third of the RSUs will vest on February 20 of each of the following years: 2010, 2011 and 2012. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.
  • [F11]Subject to certain terms and conditions, one third of the RSUs will vest on February 20 of each of the following years: 2010, 2011 and 2012. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.
  • [F12]Subject to certain terms and conditions, one quarter of these RSUs vest on February 20 of each of the following years: 2010, 2011, 2012 and 2013. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.
  • [F13]One quarter of these options vested and became exercisable on January 2 of each of the following years: 2003, 2004, 2005 and 2006.
  • [F14]One quarter of these options vested and became exercisable on January 2 of each of the following years: 2004, 2005, 2006 and 2007.
  • [F15]One quarter of these options vested and became exercisable on January 2 of each of the following years: 2005, 2006, 2007 and 2008.
  • [F16]One quarter of these options vested and became exercisable on January 3 of each of the following years: 2006, 2007, 2008 and 2009.
  • [F17]One quarter of these options vested and became exercisable on March 17 of each of the following years: 2007, 2008, and 2009. The remaining options vested automatically at the Closing as a result of the change in control of IPC.
  • [F18]These RSUs were converted into the right to receive $8,099.41 in cash and 1,048 Validus Shares.
  • [F19]These RSUs were converted into the right to receive $59,528.77 in cash and 7,719 Validus Shares.
  • [F2]This number represents rights to acquire IPC Shares in 2010 pursuant to the IPC Compensation Committee's determination regarding IPC's performance in 2009 with respect to PSUs Mr. Weale was granted in 2008 for performance in 2008.
  • [F20]These RSUs were converted into the right to receive $54,504.31 in cash upon vesting of the Validus RSUs and 7,066 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.
  • [F21]These RSUs were converted into the right to receive $57,229.09 in cash upon vesting of the Validus RSUs and 7,419 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.
  • [F22]These RSUs were converted into the right to receive $97,027.78 in cash upon vesting of the Validus RSUs and 12,580 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.
  • [F23]These options were converted into the right to purchase 25,512 Validus Shares at an exercise price of $21.83 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
  • [F24]These options were converted into the right to purchase 19,134 Validus Shares at an exercise price of $24.73 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
  • [F25]These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $30.50 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
  • [F26]These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $33.73 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
  • [F27]These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $21.95 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
  • [F3]Includes 2,637 transfer restricted IPC Shares.
  • [F4]These shares were converted into $432,372.10 in cash and 56,075 common shares ("Validus Shares") of Validus Holdings, Ltd. ("Validus"). 2,565 of these Validus Shares are transfer restricted Validus Shares. On September 4, 2009, IPC and Validus Ltd. consummated the amalgamation described in the IPC Proxy Statement on Schedule 14A, filed with the SEC on August 7, 2009. We refer to the consummation of the amalgamation as the "Closing". Each transfer restricted Validus Share is subject to the same terms and conditions are were in effect with respect to the transfer restricted IPC Share prior to the Closing.
  • [F5]This number represents rights to acquire 3,778 IPC Shares in 2009 and 3,966 IPC Shares in 2010 from PSUs Mr. Weale was granted in 2008 for performance in 2007 and 2008.
  • [F6]These shares were converted into the right to receive $7.50 in cash per IPC PSU and 7,533 Validus Shares. If there is no termination of employment within 12 months following the IPC change in control, then Mr. Weale receives the $7.50 in cash per share and 7,533 Validus PSUs, which PSUs will be subject to the same terms and conditions as the IPC PSUs prior to the Closing. If there is a termination of employment within 12 months following the IPC change in control, then Mr. Weale receives the $7.50 in cash per share and 7,533 Validus Shares. The market price of a Validus Share as of September 3 was $24.76.
  • [F7]Prior to the Closing, each restricted share unit ("RSU") represented a right to receive one IPC Share upon the vesting of such RSU.
  • [F8]The original terms of the RSUs provided that they vested on March 17, 2010, subject to earlier vesting upon a change in control of IPC pursuant to the terms of the 2003 Stock Incentive Plan. The RSUs vested automatically at the Closing as a result of the change in control of IPC.
  • [F9]The original terms of the RSUs provided that half of the awards vested on February 23, 2010 and the other half vested on February 23, 2011, subject to earlier vesting upon a change in control of IPC pursuant to the terms of the 2003 Stock Incentive Plan. The RSUs vested automatically at the Closing as a result of the change in control of IPC.

Documents

1 file

Issuer

IPC HOLDINGS LTD

CIK 0000909815

→
Entity typeother

Related Parties

1
  • filerCIK 0001214645

Filing Metadata

Form type
4
Filed
Sep 8, 8:00 PM ET
Accepted
Sep 9, 1:44 PM ET
Size
36.8 KB
View on SEC.gov